SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                  FORM 10-K/A-No.1

         [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 

                  For the Fiscal Year Ended December 31, 1996

                                     OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

        For the transition period from __________________ to ________________

                      Commission File No. 0-13556

                        Cluster Housing Properties
                  (A California Limited Partnership)

              (Exact name of registrant as specified in its charter)

                         California 04-2817478

                            (State  or  other   jurisdiction   of   (I.R.S.
                             Employer    incorporation    or   organization)
                              Identification No.)

          5110 Langdale Way, Colorado Springs CO 80906

          (Address of principal executive offices) (Zip Code)

                            (719) 527-0544
          (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Units of Limited 
Partnership Interests

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 and 15(d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes _X_ No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of  Registrant's  knowledge in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

Aggregate  market  value  of  voting  securities  held  by  non-affiliates:  Not
applicable, since securities are not actively traded on any exchange.

Documents incorporated by reference:  None

The Exhibit Index is located on page:    n/a


<PAGE>

     EXPLANATORY NOTE:  This Amendment is being filed to correct a typographical
error and make certain other corrections to Item 7.

PART II


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  contains  forward-looking   statements  including  those  concerning
Management's  expectations  regarding  future  financial  performance and future
events.   These   forward-looking   statements  involve   significant  risk  and
uncertainties,  including  those  described  herein.  Actual  results may differ
materially from those anticipated by such forward-looking statements.

Liquidity; Capital Resources

In connection with its  capitalization,  the Partnership  admitted investors who
purchased  a total of  32,421  Units  aggregating  $16,210,500.  These  offering
proceeds,  net of  organizational  and offering  costs of  $2,431,575,  provided
$13,778,925  of net  proceeds to be used for the  purchase  of  income-producing
residential properties, including related fees and expenses, and working capital
reserves.  The Partnership expended $10,410,263 to (i) acquire its joint venture
interests in the Sin Vacas Joint Venture,  the Villa Antigua Joint Venture,  and
the Autumn Ridge Joint  Venture,  (ii) to pay  acquisition  expenses,  including
acquisition fees to one of the General Partners,  and (iii) to pay certain costs
associated with the refinancing of the Pinecliff permanent loan. The Partnership
distributed  $1,731,681 to the Limited Partners as a return of capital resulting
from  construction  cost savings with  respect to the Sin Vacas,  Pinecliff  and
Villa Antigua  projects and other excess  offering  proceeds.  The remaining net
proceeds of $1,636,981 were used to establish  initial working capital reserves.
These reserves have been used periodically to enable the Partnership to meet its
various  financial  obligations  including  contributions  to the various  Joint
Ventures that may be required.  Cumulatively through December 31, 1996, $368,990
was contributed to the Joint Ventures for this purpose.

In addition to the proceeds generated from the public offering,  the Partnership
utilized  external  sources of financing at the joint  venture level to purchase
properties. The Partnership Agreement limits the aggregate mortgage indebtedness
which  may be  incurred  in  connection  with  the  acquisition  of  Partnership
properties to 80% of the purchase price of such properties.

The Partnership's  future ability to generate cash adequate to meet its needs is
dependent primarily on the successful operations of its real estate investments.
Such ability is also dependent upon the future  availability of bank borrowings,
and  upon  the  future  refinancing  or sale of the  Partnership's  real  estate
investments and the collection of any mortgage  receivable which may result from
such sales.  These  sources of  liquidity  will be used by the  Partnership  for
payment  of  expenses  related  to real  estate  operations,  debt  service  and
professional and management fees and expenses.  Net Cash From Operations and Net
Proceeds,  if  any,  as  defined  in the  Partnership  Agreement,  will  then be
available for  distribution to the Partners in accordance with Section 10 of the
Partnership  Agreement.  The General  Partners  believe that the current working
capital  reserves  together with  projected  cash flows for 1997 are adequate to
meet the  Partnership's  operating cash needs in the coming year. With regard to
certain  balloon  payments on existing first mortgage debt on the  Partnership's
properties,  the General  partners do not anticipate  sufficient  cash flow from
operations to retire these mortgage  notes.  As these mortgage notes payable are
due in fiscal 1997,  the  Partnership  will seek to  renegotiate  these mortgage
notes with its  existing  lenders or seek new  sources  of  financing  for these
properties  on a long term basis,  although  there can be no assurance  that the
Partnership  will be able to do so. The General  Partners  believe that existing
cash  flows  from  the  properties  will be  sufficient  to  support  a level of
borrowing that is at least equal to amounts outstanding as of December 31, 1996.
If the general economic  climate for real estate in these  respective  locations
were to  deteriorate  resulting  in an increase in interest  rates for  mortgage
financing or a reduction in the  availability of real estate mortgage  financing
or a decline in the market values of real estate it may affect the Partnership's
ability to complete these refinancings.

The  working  capital  reserves  of the  Partnership  consist  of cash  and cash
equivalents  and  short-term  investments.  Together  these amounts  provide the
Partnership with the necessary  liquidity to carry on its day-to-day  operations
and to make necessary  contributions to the various Joint Ventures. In 1996, the
aggregate net decrease in working capital  reserves was $481,980.  This decrease
resulted  primarily  from cash  provided by  operations  of  $349,757  offset by
$281,346 of fixed asset  additions,  distributions  to partners of $389,052  and
$135,348 of principal payments on mortgage notes payable.

In 1995, the aggregate net decrease in working capital reserves was $41,502.
This decrease resulted primarily from cash provided by operations of $758,756
offset by $148,127 of fixed asset additions, distributions to
partners of $528,974 and $123,613 of principal payments on mortgage notes
payable.
Results of Operations

For the year ended December 31, 1996, the  Partnership's  operating results were
comprised of its share of the income and expenses from the Sin Vacas,  L'Auberge
Pinecliff  (formerly  Autumn  Ridge) and Villa  Antigua  properties,  as well as
partnership level interest income earned on short term  investments,  reduced by
administrative expenses. A summary of these operating results appears below:
<TABLE>

                                  Sin         L'Auberge        Villa       Investment   Consolidated
                                 Vacas        Pinecliff       Antigua        Total         Total
                              
<S>                                <C>         <C>              <C>            <C>        <C>    

Total revenue                     $694,550     $1,022,283       $901,463       $53,445    $2,671,741

Expenses:
  General and administrative         1,686        -                  259       381,328       383,273
  Operations                       410,622        437,646        363,192        26,368     1,237,828
  Depreciation and                 126,677        181,804        122,636       -             431,117
amortization
  Interest                         223,411        286,313        277,577       -             787,301
                              ------------- -------------- -------------- ------------- -------------
                                   762,396        905,763        763,664       407,696     2,839,519
                              ------------- -------------- --------------- ------------- ------------
                                                                         
Net income (loss)                ($67,846)       $116,520       $137,799    ($354,251)    ($167,778)
                              ============= ============== ============== ============= =============
</TABLE>

For the year ended December 31, 1995, the  Partnership's  operating results were
comprised  of its share of the income and  expenses  from the Sin Vacas,  Autumn
Ridge and Villa Antigua Joint  Ventures,  as well as partnership  level interest
income earned on short term investments,  reduced by administrative  expenses. A
summary of these operating results appears below:
<TABLE>


                                  Sin         L'Auberge        Villa       Investment   Consolidated
                                 Vacas        Pinecliff       Antigua        Total         Total
<S>                               <C>          <C>              <C>           <C>         <C>    
         
Total revenue                     $755,680     $1,041,402       $930,236       $81,023    $2,808,341

Expenses:
  General and administrative         7,200          7,244          7,200       183,245       204,889
  Operations                       353,533        420,726        310,611       -           1,084,870
  Depreciation and                 118,909        173,174        118,217       -             410,300
amortization
  Interest                         226,761        290,606        281,800       -             799,167
                              ------------- -------------- -------------- ------------ -------------
                                   706,403        891,750        717,828       183,245     2,499,226
                              ------------- -------------- -------------- -------------- ------------
Net income (loss)                  $49,277       $149,652       $212,408    ($102,222)      $309,115
                              ============= ============== ============== ============= =============
</TABLE>
<PAGE>

For the year ended December 31, 1994, the  Partnership's  operating results were
comprised  of its share of the income and  expenses  from the Sin Vacas,  Autumn
Ridge and Villa Antigua Joint  Ventures,  as well as partnership  level interest
income earned on short term investments,  reduced by administrative  expenses. A
summary of these operating results appears below:
<TABLE>

                                  Sin          Autumn         Villa       Investment   Consolidated
                                 Vacas         Ridge         Antigua         Total        Total
<S>                               <C>           <C>             <C>             <C>       <C>    

Total revenue                      $757,490      $979,216       $838,362        $56,007   $2,631,075

Expenses:
  General and administrative          7,494         7,793          7,862        143,532      166,681
  Operations                        339,483       353,665        298,421        -            991,569
  Depreciation and                  115,612       169,787        116,476        -            401,875
amortization
  Interest                          229,820       294,553        285,601        -            809,974
                              -------------- ------------- -------------- ---------------------------
                                    692,409       825,798        708,360        143,532    2,370,099
                              -------------- ------------- -------------- ---------------------------
Net income                          $65,081      $153,418       $130,002      ($87,525)     $260,976
(Loss)
                              ============== ============= ============== ===========================
</TABLE>

Comparison of 1996 and 1995 Operating Results:

In accordance  with its  dispositions  strategy,  (see "Projected 1997 Operating
Results"  below).  the Partnership  incurred one time costs  associated with the
Evans Withycombe termination  ($73,775),  the Highland termination (($7,718) and
their  related  legal  costs.  (Refer  to Note 5 of the  Consolidated  Financial
Statements.) In additions,  the Partnership  incurred  one-time costs associated
with its property  interior and exterior  refurbishment  program,  the change in
on-site management following the Evans Withycombe  termination,  the outsourcing
of much of the Partnership's  administration work to an administrative agent and
the relocation of the remaining administration,  financial and investor services
functions  to a more cost  efficient  location  in Colorado  Springs,  Colorado.
Consequently,  competitive pressures and  disposition-related  activities led to
rental operating expenses (including advertising,  promotion,  apartment locator
and  concession  costs) to  increase  by $152,958 or 14% over the prior year and
total general and administrative  expenses of the Partnership increased $178,384
(87%)  over the prior  year.  Fixed  asset  purchases  increased  $281,346  from
$141,735 in the prior year and  consisted  of such items as carpet,  appliances,
equipment for fitness and business centers facilities,  and remodeling features.
As a result of the factors described above,  distributions to partners decreased
$119,446, or 23%, from $528,974 in 1995 to $409,528 in 1996.

Comparison of 1995 and 1994 Operating Results:

Total revenue  increased  $177,266,  or 7% over the prior year, due to increased
rental income of $152,172 or 6%,  primarily as a result of rental rate increases
at the  Partnership's  properties.  Interest income increased  $25,094 or 43% in
1995, as a result of higher  interest rates earned on money market  accounts and
short-term  investments.  Rental operating expenses increased $93,301 or 9% over
the prior year primarily as a result of increases in maintenance and advertising
costs.  General  and  administrative  expenses  increased  $38,208  or 23%,  due
primarily to increased  salary expense  allocations and legal costs and printing
and mailing costs associated with the voluntary  withdrawal of a general partner
of the Partnership.  Fixed asset purchases increased $141,735 from $6,392 in the
prior year to $148,127 and included  such items as carpet,  floor tile and other
replacements  and  exterior  painting  of Sin Vacas.  As a result of the factors
described  above,  distributions  to partners  decreased  $76,788,  or 13%, from
$605,762 in 1994 to $528,974 in 1995

Projected 1997 Operating Results:

While there can be no assurance that the Partnership  will dispose of any or all
of its  properties  in 1997,  on March 25, 1997,  the  Partnership  entered into
letters  of  intent  to sell  Villas  Sin Vacas in  Tucson,  Arizona,  and Villa
Antigua,  Phase I, in Scottsdale,  Arizona,  to an unaffiliated  purchaser.  The
purchase  price for Villas Sin Vacas would be approximately $5,040,000 and the
purchase price for  Villa  Antigua,  Phase I, would be approximately $6,248,000.
Each  letter of intent is subject to  completion of customary  due  diligence to
the  satisfaction  of the purchaser,  the purchaser  obtaining a financing
commitment for the purchase of the property on commercially  reasonable  terms
and conditions, the negotiation and execution of a definitive purchase
agreement, and certain other conditions. Accordingly, there can be no assurance
that the sale of such properties will be consummated in accordance with the
terms of the letters of intent or at all. As a  result  of the  foregoing, 
operating  results  of the  Partnership  may vary significantly during 1997.

                                                 SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





CLUSTER HOUSING PROPERTIES

By: GP L'Auberge Communities, L.P., a California
Limited Partnership, General Partner

By: L'Auberge Communities, Inc., its General Partner


By: __/s/ Earl C. Robertson_________________________________
Earl C. Robertson, Executive Vice President
and Chief Financial Officer

Date: April 9, 1997